SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                        Date of Report: February 19, 1998

                                BIORELEASE CORP.
           ---------------------------------------------------------
               (Exact name of registrant as specified in charter)



   Delaware                       88-0218411                        0-15260
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Jurisdiction of                 Commission File                I.R.S. Employer
 Incorporation                      Number                      Identification
                                                                    Number



                340 Granite St., Suite 200, Manchester, NH 03102
                ------------------------------------------------
                    (Address of principal executive offices)



            Registrant's telephone number:       (603) 641-8443
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Item 5.     Other Events.

      BIORELEASE  CORP.,  a publicly  owned company  (listed on the OTC Bulletin
Board:  BRLZ), and XENIX RESOURCES,  INC., a privately owned Alabama corporation
("Xenix") have signed a definitive agreement for an exchange of shares, pursuant
to which BRLZ will acquire XENIX in a reverse acquisition.

      The  currently  outstanding  BRLZ shares are proposed to be reverse  split
approximately 1 for 27, resulting in 356,000 post-reverse split shares, and BRLZ
will then  issue a total of  8,724,000  post-reverse  split  shares  to  XENIX's
shareholders and others.  Prior to closing,  BRLZ will sell or otherwise dispose
of its interest in its wholly-owned subsidiary,  Biorelease Technologies,  Inc.,
in a manner  designed to benefit  BRLZ  shareholders  of record as of the record
date to be set for approval of the XENIX  acquisition.  XENIX's  management will
assume control of BRLZ, which will change its corporate name to XENIX RESOURCES,
INC. XENIX, headquartered in Birmingham,  Alabama, is a leading supplier of high
grade  metallurgical  coal for  industrial  use and also produces steam coal for
electric  generation,  for sale to  utilities  in the  southern  United  States.
XENIX's customers, in addition to numerous privately owned coking and industrial
cement  companies,  include  Alabama  Electric  Cooperative,  Seminole  Electric
Cooperative,  Gulf Power Company,  and Mississippi Power Company.  Historically,
approximately  70% of  XENIX's  revenues  have been  generated  from sale of its
coking coal used in the  production of high grade steel for use in foundries and
for the  construction of buildings,  bridges,  etc. XENIX,  via its wholly owned
subsidiaries,  was founded in 1989 by Derrell J. Chamblee,  a 30-year veteran of
the coal industry. As of and for the nine months ended September 30, 1997, XENIX
had total assets of $19.4 million,  a net worth of $4.2 million,  and nine month
revenues  and net  income  of $14.6  million  and  $1.04  million,  respectively
(audited).

      The Board of Directors of BRLZ has named Dr. Bruce Reeves,  who was BRLZ's
president from 1992 until  December  1996, as interim  president of BRLZ pending
completion of the reverse  merger.  Completion of the reverse  merger is subject
to, among other  things,  shareholder  approval by both BRLZ and XENIX,  and the
filing with the  Securities and Exchange  Commission,  and  effectiveness,  of a
proxy   statement/prospectus.   Upon  completion  of  the  reverse  merger,  the
newly-reorganized company intends to file for a listing on the NASDAQ.





                                    SIGNATURES
                                    ----------

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                              BIORELEASE CORP.


                        By:   /s/ R. Bruce Reeves
                                  ------------------------
                                  R. Bruce Reeves, Interim President


Dated: February 19, 1998